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Tokala

National Council by-laws

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National has by-laws that all Councils agree to operate by in order to receive a charter. I have heard that two changes are coming in May 2016 that affect Council business decisions:

First is one removing CORs from a vote determining merging or selling property. I hear that one is a definite change. The second one, is that National can override Council Boards and force mergers and selling properties.

 

Anyone gere serving on that National committee? Anyone hear anything in your area?

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I am of two minds if this is true. Part of me thinks a more centralized approach might be better. The other part of me knows how poorly national already mucks things up.

 

Assuming BSA could run itself more efficiently if it was more centralized, these types of business decisions might be better made by paid executives far removed from the local politics. However, I think we'd want to see national investing as much time and energy in promoting, building and maintaining their councils (and properties) too.

 

I'd welcome BSA taking a more corporate approach to management...again, assuming they could avoid putting their collective heads you know where.

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Councils ARE the CORs.  How would National justify that change?   Council mergers are orchestrated by National, but the Councils are by definition (so I thought) separate corporate entities, incorporated in each particular state, yes?   That is where Chicago and Owasippe  got in to trouble, with National coming in and insisting that the Council Execs be replaced to National's satisfaction and trying to force the sale of the camp.

 

How's Nantucket doing?

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I've read in this forum before, from those who know much more about it than I, that all Councils are independent corporations.  Seems like that water is sure muddy.  I'm guessing it's so they can sheild National from liability when it's convenient to do so. 

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Councils ARE the CORs.  How would National justify that change?   

 

I assume they would make a change as to how they are organized.

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The councils (meaning the "local" councils) are separate corporations, but they are only BSA councils because National charters them to be BSA councils. It is my understanding that National can revoke (or is it, decline to renew?) a council's charter for any reason. (I don't actually know this for sure, since I have never read the bylaws, which I understand are a restricted item and not published on the Internet, but I have heard that enough times on this forum that it is probably true.) So a "revoked" council would still be a corporation, but presumably it would not be able to collect revenue for any BSA-related activities (including FOS), so it wouldn't have any revenue at all. Which means that five minutes later, it would not have any payroll, either, and if it leases its service center(s), twenty minutes later it wouldn't have those either. I assume there is something in the bylaws about what happens to a revoked council's assets (camps, bank accounts, service center(s) if owned, etc.), but I don't know what that is. So, assuming that a revoked council loses its assets, there would still be a corporation, but it would not have any income, assets or employees. If it has anything, it would be debt. There are many corporations like that, which were once operating businesses.

Edited by NJCubScouter

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There are 3 types of charters now: regular, conditional and transitional. My Council was placed on a conditional charter for 2 years for a couple of reasons with one being purely political manipulation by the Region and Area leadership. We were given markers to hit both years and if we missed, we would be given a transitional charter which means we would enter merger discussions. National can already manipulate a Council's charter, now it seems they are changing the rules to manipulate the mere existence and assets of a Council. Now, the region leadership is using the second change that I mentioned above to get us to discuss merging again because if we don't they will just do it when they change the rules.

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If this were true, then any Council that actually cared about their camps, etc. should look to incorporating the camps into a legally distinct entity from the council and then some long term lease back to the council.  And for that to be implemented before the bylaw change.

 

The hard part of this assessment if it went through is:

1. Would the National generally use this power to keep Councils from selling camps, (or alternately require a kickback to approve it's sale?)

or

2. Would National generally go about selling lots of underperforming camps (or camps belonging to non-compliant councils) in order to steer greater attendance at more successful camps and/or national bases.  In effect consolidating - even if that ment a longer drive to camp for many scouts?

 

After all, the camps my Council operate are only about 2 hours from Summit, let's close those and see a Summit program grow. :(

Edited by gumbymaster

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Well, I did a little digging on the Internet and it seems that the BSA Charter and Bylaws is no longer a restricted document:

 

http://www.scouting.org/filestore/pdf/bsa_charter_and_bylaws.pdf

 

However, the answer to the question I had about council assets in the case of a de-chartering is in this document:

 

http://www.scouting.org/filestore/membership/pdf/BSA_Rules_and_Regulations.pdf

 

As I suspected, and without going into all the paragraphs of legalese that are used to establish this, and omitting the details and nuances: If a council is de-chartered, title to any real estate it owns is transferred to National, and any other assets it owns come under the control of the National Executive Board.

 

So, National can revoke a council's charter, and a council with a revoked charter loses all its income and assets. That being the case, if push comes to shove with National, the value of being a separate corporation amounts to pretty much nothing.

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If this were true, then any Council that actually cared about their camps, etc. should look to incorporating the camps into a legally distinct entity from the council and then some long term lease back to the council.  And for that to be implemented before the bylaw change.

Won't work. See my post above. National has already taken care of that. Again, without getting into the detail of what is in the Rules and Regulations, if a council did that, and National sued to void the transfer (which they would), National would most likely win.

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Funny....if a unit folds their property goes to the CO *unless* it is real estate, which would then go to BSA national. Talk about a land grab!!

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In Illinois, the non-profit corporation own's the Council properties - dechartering the Council doesn;t eliminate the corporation.  If the non-profit corporation dissolves without having legally dispossed of its properties and assets, the State takes possession as caretakers and can dispose of and re-allocate to other non-profits in the State after a set period of years.  National already tried this ploy in Illinois and the Attorney General slapped them down hard.

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National could have pulled Chicago's charter and done a land grab, but that would have been the end of BSA in Chicago. 

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